UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 22, 2013
DEL MONTE CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 333-107830-05 | | 75-3064217 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| One Maritime Plaza, San Francisco, California | | 94111 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(415) 247-3000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On May 22, 2013, Del Monte Corporation, a Delaware corporation (“Del Monte”), issued a press release announcing that it had entered into an Agreement and Plan of Merger, dated as of May 21, 2013 (the “Merger Agreement”), by and among Del Monte, its wholly owned subsidiary, Skateboard Merger Sub Inc., a California corporation (“Merger Sub”), Natural Balance Pet Foods, Inc., a California corporation (“Natural Balance”), and Frank Magliato, as the Stockholder Representative, pursuant to which Merger Sub will be merged with and into Natural Balance (the “Merger”), with Natural Balance continuing after the Merger as the surviving corporation and a wholly owned subsidiary of Del Monte.
This information is furnished pursuant to Item 7.01 of Form 8-K. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
The information contained in this Item 9.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release, dated May 22, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | Del Monte Corporation |
| | | |
| Date: May 22, 2013 | | | | By: | | /s/ Timothy S. Ernst |
| | | | Name: | | Timothy S. Ernst |
| | | | Title: | | Secretary |
Exhibit Index
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press Release, dated May 22, 2013. |
